Drexel Burnham Lambert, Underwriting Fees, and Market Power

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Drexel Burnham Lambert, Underwriting Fees, and Market Power DREXEL BURNHAM LAMBERT, UNDERWRITING FEES, AND MARKET POWER By GLENN R. WILLIAMS A DISSERTATION PRESENTED TO THE GRADUATE SCHOOL OF THE UNIVERSITY OF FLORIDA IN PARTIAL FULFILLMENT OF THE REQUIREMENTS FOR THE DEGREE OF DOCTOR OF PHILOSOPHY UNIVERSITY OF FLORIDA 2004 Copyright 2004 by Glenn R. Williams This document is dedicated to my parents, Horace and Mildred Williams, and my sons, Benjamin, Daniel and Samuel Williams. ACKNOWLEDGMENTS Miles Livingston provided endless encouragement and direction in this endeavor. David Brown, Joel Houston, and Jay Ritter also provided helpful comments and suggestions. My fellow graduate students, especially Stas Nikolova and Rick Borghesi, provided invaluable insight and support. Seminar participants at Florida Atlantic University and the University of Central Florida also added helpful comments. iv TABLE OF CONTENTS page ACKNOWLEDGMENTS ................................................................................................. iv LIST OF TABLES............................................................................................................. vi LIST OF FIGURES .......................................................................................................... vii ABSTRACT..................................................................................................................... viii CHAPTER 1 BACKGROUND MATERIAL ....................................................................................1 Literature Review and Development of Testable Hypothesis ......................................3 Market Concentration............................................................................................4 Underwriting and Selling securities ......................................................................6 Junk Bonds ............................................................................................................8 A Summary of Our Findings from Previous Research..........................................9 Testable Hypothesis...............................................................................................9 History of the Junk Market: 1977-1990......................................................................11 Junk Bonds as a Different Market from Investment Grade Issues .............................13 Data......................................................................................................................14 Summary Statistics ..............................................................................................15 2 UNDERWRITING FEES...........................................................................................24 Theoretical Model.......................................................................................................24 Empirical Analysis......................................................................................................31 Regression Analysis....................................................................................................35 Underwriting Fees ...............................................................................................35 Treasury Spreads .................................................................................................39 3 COMMERCIAL BANK ENTRY...............................................................................53 4 CONCLUSION...........................................................................................................63 LIST OF REFERENCES...................................................................................................65 BIOGRAPHICAL SKETCH .............................................................................................68 v LIST OF TABLES Table page 1-1 Summary statistics for junk issues ...........................................................................18 1-2 Summary statistics for B-rated issues. .....................................................................19 1-3 Summary statistics for investment-grade issues.......................................................20 1-4 Summary statistics for A-rated issues ......................................................................21 1-5 OLS regression of underwriting spreads of junk bonds 1977-1999.........................22 1-6 OLS regression of underwriting spreads of investment-grade bonds ......................23 2-1 Market share of investment-grade underwriters 1977-1999. ...................................41 2-2 Market share of junk underwriters 1977-1999.........................................................42 2-3 Summary statistics for the junk bond market from 1977-1989................................43 2-4 Percent of total junk principal issued by the top 10 underwriters............................44 2-5 OLS regression of underwriting spreads for junk bonds..........................................45 2-6 OLS regression to determine difference between underwriter spread of the top underwriter and those of all other underwriters 1977-1989.....................................46 2-7 OLS regression of treasury spreads for junk bonds .................................................48 2-8 OLS regression to determine difference between treasury spreads of the top underwriter and those of all other underwriters 1977-1989.....................................49 3-1 Summary statistics: Investment vs. commercial banks............................................58 3-2 Commercial bank underwriters 1991-1999..............................................................59 3-3 Percent share of the major commercial bank junk bond underwriters 1991-1999...60 3-4 Regressions with commercial bank (CB) dummy for issues 1991-1999.................61 3-5 Regressions with commercial bank market share 1991-1999..................................62 vi LIST OF FIGURES Figure page 2-1 Median underwriter fees as a percent of principal issued. .......................................51 2-2 Median junk bond underwriter fees as a percent of principal 1977-1989................52 vii Abstract of Dissertation Presented to the Graduate School of the University of Florida in Partial Fulfillment of the Requirements for the Degree of Doctor of Philosophy DREXEL BURNHAM LAMBERT, UNDERWRITING FEES, AND MARKET POWER By Glenn R. Williams August 2004 Chair: Dr. Miles Livingston Major Department: Finance I examine the market for new issue bonds from 1977-1999 and show that underwriting fees in the 1980s junk bond market were higher due to the dominant position of Drexel Burnham Lambert. The market for underwriting junk was much more competitive following Drexel’s bankruptcy in 1990 and underwriting fees were lower. In contrast to other researchers, I do not find evidence of competitive pressures on underwriting fees from commercial banks entering the new issue junk bond market. viii CHAPTER 1 BACKGROUND MATERIAL Since 1977 we have seen the junk bond market reborn, grow to a multi-billion dollar business, endure scandal and the loss of its dominant underwriter, and finally mature into an accepted method for raising capital. More than a decade has passed since the junk bond market scandals and Drexel Burnham Lambert’s filing for bankruptcy in 1989--sufficient time to examine the legacy of the junk bond market and to make judgments about the workings of Michael Milken, Drexel Burnham Lambert and the market for newly issued junk bonds. There is a wealth of anecdotal evidence stating that the 1980s junk bond market was different (see Stewart (1992), Bruck (1989), and Stein (1992)). Most of this evidence points to the dominance of Michael Milken in creating and then controlling the market. Bruck (1989, page 57) reports the observation of a junk buyer after meeting with Milken in 1979: He had the issuers. He had the buyers. He had the most trading capital of any firm. He had the knowhow. He had the best incentive system for his people. He had the history of data--he knew the companies, he knew their trading prices, probably their trading prices going back at least to 1971. He had boxed the compass. The accusation has also been made that Milken had “captive clients.” That is, that he had a set of buyers ready and willing to buy whatever junk issues he made available to them. As Stewart (1992, page 54) reports: By early 1977, Milken’s operation controlled a remarkable 25% of the market in high-yield securities. It was really the only firm maintaining an active market- making operation with an eye toward enhancing the liquidity of the market.… So Milken became, in effect, the market for high-yield bonds. He had an incredible 1 2 memory, and he knew who owned what issues, what they had paid, their yield to maturity, and who else wanted them. Increasingly, his clients developed such confidence in his research and market acumen that when he urged them to invest in a particular issue, they did. Almost 30 years after issuing his first junk bond, Michael Milken continues to inspire heated debate and diverging opinions. As the Wall Street Journal editorialized: No doubt historians someday will set the record straight on Mr. Milken's contribution to the explosive economic growth experienced by the U.S. in the past 20 years. For now, he remains the most famous figure who became engulfed in the controversial securities prosecutions undertaken by then-U.S. attorney Rudolph Giuliani, based on information supplied by such economically immaterial figures as Ivan Boesky, Dennis Levine and Martin Siegel. (“Yes, Pardon Milken,” Wall Street Journal, December
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